The Benefits System
by Basmathgirl
Summary: What is a curious Time Lord to do? The Doctor catches Donna reading a magazine article about 'friends with benefits' and wonders what the heck it means.
1. Chapter 1

**Warning:** there is talk of mutually consented adult sex here; and the odd mild swear word.

**Summary:** the Doctor catches Donna reading a magazine article about 'friends with benefits' and wonders what it means.

**Disclaimer:** I swear I don't even own such a magazine she is reading here! My mother forces me to look at the covers when we are in Tesco, but I refuse to read them. Oh, and the usual not mine blah BBC blah regarding the characters.

**A/N:** this was written as a birthday fic for **tkel-paris **to replace the one that ground to a halt. Sorry for the delay.

**A/N2:** this is probably set between The Library and Midnight; but does it really matter? Unfortunately it never happened.

* * *

**The Benefits System**

**Part One**

.

Donna was reading one of her trashy magazines; one of the ones her mother had saved for her and they had picked up on their last visit home. The visit hadn't gone too badly, considering it was Sylvia that was involved and she didn't seem to have too high an opinion of the Doctor. As if it was his fault the wedding had gone wrong!

No, he refused to take responsibility for Lance's cruel manipulation of Donna. Her compassion for the dying Racnoss' children had brought him out of his self-destruct sequence and had soothed his soul. The consequential refusal to travel with him still hurt, but she had all but obliterated that as well in the meantime.

It was as he remembered this that he noticed the faint blush that suddenly appeared on her cheeks, and curiosity reared its head. Looking up from his book, one of those ever interesting temporal physics books that he loved to dip in and out of, he asked his question. "What are you reading about, Donna?"

Her eyebrows shot up into her hairline for a second, and then she tried desperately to school her face into an unfazed expression. "It's merely about friends that are a bit more special; what they call nowadays 'friends with benefits'," she explained.

"Don't all friends come with benefits?" he innocently queried, putting his reading matter to the side. There was obviously more to this then what the title suggested.

"Oh yes," she hastily agreed. "Friends are always good things, but these friends…" She gave a nod towards the magazine that was held within her grasp. "…they erm… do _things_ for each other."

Her body posture was telling him this was an embarrassing topic, and one he could have fun teasing her about. So he pounced, metaphorically speaking. "Things? Things like cut your lawn, post a letter, sign a form? Or are we referring to a different level of favours?"

That blush reappeared on her cheeks. "Well I'm not talking having your kids for a whole weekend, Sunshine! I mean that the friends are also sexual partners when need be."

That statement definitely dropped an emotional bombshell into the conversation, and his jaw dropped down in shock. "You mean they…? Whenever they want…?" he wondered in his bemusement.

"Yes," she answered, stringing out the single syllable into three. "D'uh!"

"I didn't know that sort of thing happened," he confessed.

"You do now," she replied, trying to cover her embarrassment at having told him.

He stared at her for a few seconds. Friends with benefits… yes, he could understand that happening, if their friendship was that good and the friend in question was attractive enough to spark sexual interest. Not that he thought of Donna in that way, since they were very good friends. In fact he would readily class her as his best friend.

Realising that he was still staring, he gave a cough and suggested they had something to eat or at least a cup of tea. Strangely enough she agreed without hesitation. Perhaps she was hungry too?

Donna instantly wondered why she had admitted what she was reading about. She could have just as easily mentioned the previous article about some women who reckoned she was having the baby of her late husband's ghost. That would have still been about sex, but not have been about anything remotely personal. But oh no! She had to be totally honest and mention the tantalising article about friends with benefits. Made all the more tantalising by the fact she had not been anywhere near a man for absolutely months.

Not that she saw him as being even faintly sexy, what with his long skinny legs, ultra-thin body, flat waist, freckle-laden pale skin that peeped out from under his shirt at times, and those long slender fingers that sometimes dipped into the jam when he thought she wasn't looking. He thought she hadn't seen him suck the jam off his fingers either; but she had. That mouth enjoying that much pleasure was very watchable at times. So she had fantasies… so what? Didn't everyone? All she knew was that she would never act on them, so it was all safe. There was nothing to write home about concerning that side of her life. Which was quite a shame when you thought about it, but that was how it was between them.

Ten minutes later they were sat in the kitchen in front of corn beef salad sandwiches and freshly brewed tea. Some of the salad filling had escaped from Donna's sandwich onto her plate, and she was picking pieces up daintily and placing them in her mouth. The Doctor watched in fascination as each piece disappeared between her teeth and onto her tongue; and with it came a startling revelation. He realised that he would have to be the one to broach the subject. Yes, him.

Cautiously he cleared his throat, and then began. "About this 'friends with benefits' idea, how exactly does it work?" When Donna gazed at him with incredulity, he surged on. "I mean, how does one start such a relationship? It's not as if you can suddenly greet a friend with the words 'come to bed with me'."

"Doctor! Trust you to want to know the ins and outs of a cat's behind. I don't know how you start such a thing. I can easily imagine how you'd ask a male friend to be a sperm donor, so perhaps you'd say it in the same way," she suggested.

He frowned. "You've asked someone for their sperm?"

"No! I said I could imagine it, you prawn. They often have it happen in modern romantic comedies," she explained. "I haven't actually done that…"

"Where you going to say 'yet'?" he asked knowingly. "Donna Noble, I cannot believe you were considering asking that." He smiled teasingly at her, and was gratified by her blush.

She smiled wryly back. "Shut up! I didn't do it, okay; I only thought about it."

"So…" He edged nearer across the table towards her. "How would you ask a friend for extra benefits considering how you'd possible ask for their sperm?" he insisted on asking.

He was a bit close now, she thought. Right in her face, in fact. Anyone would think he was eager to know… well, this was the Doctor; he was keen to learn everything. Except she would never have contemplated him wanting to know this. She nervously licked her bottom lip as she decided where to begin explaining. "I would probably start by saying how much I need …," she started to say; and then dipped her head and quietly added, "…sex." She then slightly paused to gauge his reaction which was interested rather than dismissive. "And then I would point out that we are two grown adults with needs that could be mutually satisfied without being emotionally tied to each other."

"By 'emotionally tied' you mean what exactly?" he tried to clarify.

She allowed her hand to lightly touch his arm for an instant. "I mean a boyfriend/girlfriend situation or aiming towards marriage. We'd be as free as a bird." Her expression was soft, open, and inviting.

"That's all well and good having sex without emotional attachment like that, but what if you fall pregnant. What then?" he wondered.

She shrugged dismissively. "Then I'd end up as a mother, just as I wanted, but without a husband. I'd hope that I had a very supportive friend and father for my child should it ever happen." She gazed expectantly at him.

"Oh yes, definitely. It would be extremely disrespectful to walk away from you if we… er… you had a child. I can't imagine why someone would want to abandon you in such a situation," he concurred, and reached out take one of her hands to hold between his. He thoughtfully rubbed his thumb over the back of her hand. "I can see where the benefits come into it."

She chuckled. "Doctor, the benefits are supposed to be the sex sessions, not the unlikely fatherhood," she pointed out.

"I knew that!" he brightly insisted, but she guessed accurately that he wasn't focusing on that aspect. "Although I don't like the label 'sex sessions'. Makes it sound like a dodgy photo shoot, or bookings with a call girl," he said with more than a hint of disgust in his voice.

"What would you call it then, since 'lovemaking' sort of implies there is an emotional attachment?" Donna queried.

The Doctor shook his head. "Friends _do_ love each other, there is an emotional attachment, so I shall stick to the 'lovemaking' label if it's okay with you."

"Yeah, that's fine," she agreed. "Lovemaking it is." There was a loaded pause while she looked down at his hands still desperately grasping one of hers. "Have I got this wrong or did we just agree to be friends with benefits?"

A broad grin lit up his face. "I think we did! Wow. I hadn't expected that."

"Me neither! So what do we do next….? Don't give me that look! Yes, that one, that wonders if I'm dafter than a brush. I'm trying to be practical here," she huffed indignantly.

His tongue dipped out and smoothed its way across his top lip. "I suppose we could try something out, if you like."

The frown was back. "Like what?"

"Kissing," he said in a weirdly squeaky voice.

Donna just about managed to hold in a laugh. It wouldn't do to upset him when he was being so vulnerable. "Okay. Kissing sounds like a good start. Do we need to go brush our teeth or anything first?" she asked nervously. Blimey! This was monumental!

He considered what they had just consumed. "You've just had onion in that sandwich, so perhaps we should, just in case. We don't want to ruin our first proper try, so we?"

"We certainly can't class that kiss in 1926 as a proper try, or even a nice one can we," she said as the flavour of that kiss lingered horribly in her memory. "At least you didn't have anchovies this time."

They shared a smile of remembrance.

"It was still good enough to save my life," he added, and tried not to squirm as he thought of his embarrassed reaction that time. Oh yes, he _had_ wanted to do it again! "Let's go brush our teeth then. We could also shower if you like?" Donna glared at him in disbelief. "Not necessarily together," he hastily blurted out. "Unless you…? No, separate and nothing remotely saucy yet. Just kissing. Lovely kissing to see if we want to go further."

Did he ever stop babbling? Donna drew in a deep breath and placed her spare hand over his mouth to shut him up before moving it to rest on his jawline. "Right, this is the plan: we will go brush our teeth, shower and generally ponce about to get ready." This gained a nod of approval. "After that, do you want us to get dressed or to stay naked beneath our bathrobes?"

A dark, lustful gaze tore back at her for a second from his chocolate brown eyes. "How about a compromise?" he suggested. "We keep our underwear on."

He classed that as a compromise, did he? The cheeky so-and-so! "Okay, Spaceman. Where shall we meet?"

"I'll come and find you," he replied, his voice thick with promise.

She felt a thrill deep within her as he spoke; and she blessed the fact this was happening. If it was a dream, it was a bloody good dream and she didn't want to wake up yet!

"I'll meet you there," she said as breathily as she could, and tenderly caressed his cheek.


	2. Chapter 2

**Disclaimer:** I don't own the rights to any shower gels; gorgeous ones or otherwise. Oh, and the usual not mine blah BBC blah regarding the characters.

**A/N:** I managed to fit in a few Greyisms in here, but unfortunately the Audi was a bit more stubborn.

* * *

**Part Two**

.

As she stood in the shower, Donna could not believe she had arranged to meet the Doctor for possible sex. The Doctor and sex just did not equate in her mind! The Doctor and licking, maybe; or the Doctor and sniffing, yes, that definitely went with him. But sex? No, it didn't.

Except he had insisted it wouldn't be sex, it would be lovemaking. That sounded better, she had to admit. Often in the past she had considered making love with a bloke only for it to end up as merely sex; so why not approach it from the other direction? Perhaps this time _her_ needs would be met. Yes, that would make a bloody big change!

Stepping out of the shower she caught sight of her reflection and yet again wondered what the hell she was doing? Why had she agreed so readily to this? Was she that horny? Okay, that was probably too obvious to answer. But the question was: was she doing this because she was so horny or did she genuinely fancy him that much? Did it even matter? They were going to be friends with benefits, so shouldn't she celebrate that fact?

She squared her shoulders decisively and grabbed a small towel to dry her hair. Yes, she could do this. If it worked, it worked; if it didn't then at least they had tried. No one would judge them badly. No one except her family, that is… Oh gawd! She had forgotten to ask him if he had any condoms or anything, which meant that she may have to curtail some of his enthusiasm. Why was it so easy to imagine him being extremely enthusiastic all of a sudden? Stupid question! He was enthusiastic about everything he did for the first time.

That brought up the question of how experienced he was. He must be terribly experienced after all those centuries of existence. For Pete's sake, he wasn't a monk! But from what he had said, or hadn't said, it was probably quite a long time for him to be abstinent too. Poor bloke.

With that thought in mind, she readied herself to have a quick, flurried first time with him. It would probably only take one touch and he'd blow, she resigned herself to believe. Picking up her bathrobe hanging up on a peg, she gingerly opened the door to leave and face her long awaited sexual encounter. "Please God, make it half decent," she silently prayed as she left her bathroom.

* * *

The Doctor noticed that she wasn't surprised to see him standing there, freshly tweaked, waiting for her to appear. His own shower hadn't taken very long as he had been anxious to not tarry by dealing with a particular problem. The problem being that he didn't want to ruin things by halting any further dealings. That'd be a bit embarrassing; apparently.

So he had arrived in Donna's bedroom fully aroused and trying to pretend he wasn't. In an effort to steady his excitement, he took long deep breaths, noting the smell of his shower gel. When had he started using that particular one? He'd switched permanently when he had noticed Donna's reaction to it, causing a slight increase in her pheromones.

Good grief! He had been secretly taking note of everything that attracted her attention. In reaction to that he had stopped wearing t shirts under his shirt, since she seemed to like the hint of skin. And when she had kissed him in 1926 he had tried not to take note of the fact she was ovulating, slotting that information into the data he already had about her menstrual cycle. Little had he known he would be actively using that information. As it was, he was prepared.

"Hello," he softly greeted her, and held out a hand in invitation.

She smiled coyly and took his hand, allowing him to draw her nearer. "Hello. I see you got the dress code note."

He knew she would use humour to dissipate any awkwardness. In fact he was glad about that. "Sorry I didn't provide the Chippendale look this time," he cheekily replied. "Next time I'll wear only the bow tie and cuffs."

The word 'cuffs' caused her to jerk up her head and look him in the eye. Did he mean…? No, of course not, silly! She laid a hand on his shoulder, running her fingers along the towelling that covered his collarbone. "So you want to kiss me, eh?"

His response was to wrap his arms around her waist and draw her closer to his body. "I think we should give it a go and find out how compatible we are. That makes sense."

Those eyes! She could drown in those eyes of his and die happy. "Experiment number one coming right up. I see you've brought your full tool kit."

"I'm prepared for a lot of things," he replied huskily. "And I'd have said this was experiment number four."

She frowned in confusion. How did he make it number four? And who actually cared? Sod it! "Number four it is," she whispered next to his mouth as he leaned forward to meet her.

He hesitated for a nanosecond, because this was his best friend, and she was Donna Noble. There _would_ be pain inflicted if he messed up; there was no doubt in his mind. Another idea bubbled with excitement with that thought, but he quashed it down.

They were both ready for this. It wasn't as though it would be a stolen kiss; in fact it was carefully calculated. All attention was on this one kiss, it was a make or break situation. If it was horrible then all bets were off. Being acutely aware of that didn't help either as they tilted and turned their heads in order to line up properly.

"Ready?" he queried in a whispered breath; his hands firmly and safely on her back and her hands leant lightly on his chest, giving her the option to push him away at the instant it became unpalatable for her.

"Ready," she answered, wondering if this would be the greatest moment of her life or the stupidest idea in creation.

Still they hesitated, as unbidden thoughts assaulted their logic. This wasn't what friends do, only the foolhardy did this.

He was tempted to remind her to breathe, but that would be stupid in the circumstances. Of course she was breathing! She'd keel over if she didn't. It was the shallowness of her breathing that worried him. There needed to be a break in the tension that hung threateningly in the air; so he provided it by taking the initiative. Without any preamble, he dipped down those final millimetres and pressed briefly against her lips. He didn't stay there very long because he wanted to give her a chance to regroup her thoughts.

'Was that it?' she wondered. Was that going to be the extent he kissed her? How on earth can you judge a kiss when it is all over that quickly? Anger started to blaze through her, and she opened her mouth to complain. "Is that all…?"

She didn't get the chance to finish her question because his lips had landed on her mouth again, this time catching her unawares, and open. Open enough to feel the tip of his tongue as it pushed forward to taste her bottom lip. It slid along, relishing the plump fullness, before returning to do the same to the top one. It encouraged her to try and do the same to his mouth, but that tongue of his was on a mission; a mission to capture as much as it could.

Not that she wanted him to stop; oh no. Her hands caressed their way up onto his shoulders, over his neck and up into his hair, massaging his scalp as they went. They were acting very wantonly. His hands were being very chaste in comparison. Or they were…

Their heads moved position to allow greater access, their tongues gliding over each other and sucking in equal amounts. As this happened his hands began to also move; first all over her back, into her hair to hold her head in place and then down, to mould her bottom onto him, pressing her lower torso against his body, letting her feel how aroused and ready he was. She never noticed the ties around her waist coming undone or the flaps of her dressing gown being opened; she only became aware that some of her bare flesh was being crushed against loads of his bare skin.

Their kiss broke and their attention wandered to smoothing back dressing gowns off shoulders and totally off the body in front of them, leaving mainly unadorned flesh. Then hands were back on heads to bring their lips together in a heady rush. Those kisses had to be recovered, built on and superseded. That mouth had to be claimed.

Hungrily they continued kissing as passion flared. Oxygen was hastily sucked in as they broke contact momentarily to change position once more, as they almost attempted to crawl inside one another.

Who knows where this would have led to, but unfortunately they began to topple sideways, and the kiss was hastily stopped while they sought to steady themselves.

They blazed lustfully at each other, not knowing which step to take next.

"Well, Spaceman? Did you like the kiss?" she managed to ask after she gained her breath.

He panted lightly, gazing down under his heavily lidded eyes. "I think the experiment went well. But any good experiment should be tested for its validity."

"You what?" She looked blankly at him, wondering the fek he was on about.

"Any decent experiment can be repeated with the same results," he explained. Except it didn't look as though he wanted to repeat it second by second as his attention had slipped further south and was now concentrated on her cleavage.

"I think that would count as number five," she intoned, bringing his attention back up to her face.

"What?" he faintly asked.

She jiggled her breasts to make her point. "I get the impression that you like these."

"Like is too mild a name for it. I _love_ your erm… your… whatever you want me to call them," he told her.

"Doctor, they are called breasts. Even you ought to know that one!" she huffed.

"I know!" he whined. "But you might have wanted me to use a different name; like 'boobs', 'bristols' or 'jubblies' for all I know."

"In case you haven't noticed, Doctor; I am a grown woman who can use the correct word for things. So these…" She then pointed at her chest with an angry motion. "..are called breasts, and hardly anything else."

"I bet you don't use the correct word for this," he trilled triumphantly as he pointed down at himself.

"What you call your dick is totally up to you; but from here it looks like a caterpillar," she fumed.

"A what?" he asked brokenly, and looked down at himself. "I was hoping you'd find my penis quite outstanding; especially a woman of your experience."

That did it! "A woman of my experience? What the hell do you take me for? I am not a prostitute that trades at Kings Cross, for god's sake! Or anywhere else for that matter. I have had a fraction of the sex a married woman of my age would've had, but for some reason that makes me a tart! Well fuck you, mister!"

"Donna, I didn't mean it like that," he tried to defend himself, but she was on a tyrannical roll now.

"Then what did you mean? Because I'm getting no good will vibes here. If you don't like what you see, you can piss off," she ranted.

"Donna," he said softly. "Please; this is my first time doing this."

She gasped in surprise. "You've never…?"

His frightened eyes said it all. "No."


	3. Chapter 3

**Disclaimer: **I thoroughly recommend this sort of bed usage, so I didn't intend to offend any beds. Oh, and the usual not mine blah BBC blah regarding the characters.

**A/N:** I still didn't make it to a proper M rating as they kept arguing with me.

* * *

**Part Three**

.

This was too much for her. She staggered back and slumped onto the bed. "What never? As in… never? But you're ancient! No offense."

"None taken," he answered tritely. "I thought you knew."

"Obviously I didn't," she tried not to snark back. Here before her was the sexiest Time Lord she was ever likely to meet, and he hadn't taken advantage of any of his former companions like this! It wasn't comprehendible. Her mouth opened and closed a few times as possible questions flitted through her mind and were then dismissed. "Why didn't you do this with anyone? I can't believe you haven't had your quota of chances."

"True." He nodded. "I've had offers, but turned them down. It just seemed wrong at the time."

Donna wasn't one to believe she was special in any way. "So what's changed? Why does it seem right now? Is this some bicentennial mating ritual or other? Will you suddenly die if you don't shag someone, anyone, within the next couple of hours? Or did I somehow buy the golden ticket to Willy Wonka's factory?"

He baulked at that last one. "Really? You're comparing me to Willy Wonka now? That is low."

"I'm sorry," she immediately apologised; and patted the bed beside her in invitation. "I think we need to talk."

He eyed the bedspread with suspicion, as though it would leap up and bite him. "Do you promise not to hit me?"

"I dunno. Do you promise not to be ultra-stupid?" she retorted. "Just sit down. You're making the place look untidy," she added more gently.

Cautiously he sat down, crossing his legs and placing his hands on his knees. "What did you want to talk about?"

She wondered if he could screw himself up tighter into a ball as he sat there. "I thought we'd start with you," she said as calmly as she could. "When did you first know you wanted to marry me?" Of course he started at that indignantly. "I'm joking, you prawn! It would seem that you are breaking some personal cardinal rules by being here like this, and I would like to know why."

"Why." Seemingly relieved, he appeared to ponder this for a while before coming to a conclusion. "The thing is, we discussed the terms of this encounter, and that felt right. There are no expectations about where this would go, merely acceptance if something did happen. We trust each other implicitly and I enjoy our relationship. It always seems so warm and cosy."

"Like old slippers," Donna interjected.

He considered that. "Yes, like old slippers, in a way, because it's not crushing or too fancy."

"Don't I sound just divine," she remarked sarcastically. "It's a wonder you can keep your hands off me."

"There are parts of you I fight with myself about all the time," he admitted offhandly. "It's taken a lot of restraint to stop myself from taking you here and now."

"Really?" she wondered in disbelief.

"Oh yes!" he practically squeaked. "You have truly shown me the power of your womanly wiles since I've been here in your bedroom."

"But all we did was kiss," she protested.

He grinned. "What a kiss! Seriously, those lips of yours should be classified as a weapon of mass distraction."

"You're not so bad yourself," she answered bashfully, and she started to run her hand along his bare thigh; teasing the dark hairs there with her fingertips. It was always the same when he closed himself off; she wanted to help him open up. Within seconds he had uncrossed his legs, unclasped his hands, and was seemingly enjoying the sensations judging by his continuing grin; and other thing, of course. That was the biggest clue. It didn't take Sherlock Holmes to notice that one!

The kiss was expected, the being pulled down backwards onto the bed wasn't. But that was okay. Very okay.

She squealed with delight as he scooted over to cover her body; partly because his lower temperature was a bit of a shock against her naked stomach until he warmed up. The rest of her delight was caused by him resuming the passionate kiss they had relinquished when they had almost nosedived onto the carpet. He treated her like a delicious ice cream cone as he practically devoured her mouth. Not that she was letting him totally get his own way; she had waited too long to do that.

She turned them on the mattress so that she could reach parts of him that she had been longing to explore. First of all was his neck. Oh my goodness had that long neck been tempting her! He just rolled back and let her do that to him, as she licked, kissed and sucked her way downwards.

In fact she could have sworn he gurgled at one point. Did men do that? Oops! She mentally amended that to 'Time Lords' otherwise she'd never hear the end of it. One thing he was very picky about and that was the title of his particular species. In fairness she _had_ corrected him every time he had introduced her as a woman, and pointed out, "West London, mate!" Much to his amusement.

By this point in the proceedings she had him straddled beneath her, quivering as he awaited her next exploration of his body. There was no competition really; she kissed a trail down through his dusting of chest hair and experimentally rubbed her tongue over a nipple.

He instantly bucked and almost shot her off the bed! "What the hell are you doing?" she demanded, until she noticed his gasping form prone on the bed. "Are you alright, Doctor? Did I hurt you?"

"I'm er… a bit in shock to be honest," he murmured. "Does that happen every time?"

"Not in my experience; not to the bloke at any rate." As she noticed his eyes peer thoughtfully at her chest, she added, "Should we be keeping notes about this?"

"Notes about what?" he asked distractedly.

"Things not to say to a Time Lord if you want him to keep his mind on the job, perhaps?" she offered, and rolled her eyes in exasperation. And she thought those jokes about having hypnotic boobs had been just that. Yet again she jiggled her breasts, watching to see what his reaction would be. It was like waving a toy in front of a puppy as his eyes darted about. Stroking a hand up the centre of his chest, she purred, "Would you like to see what else they do, Spaceman?"

There was a definite press of interest below her, so she wriggled against him deliberately, causing a low groan to escape from his mouth. "Do they light up?" he asked in wonder.

That needed punishing, so she moved her lower body against him, managing to 'punish' herself at the same time. "You'll never know if you don't investigate," she stammered out.

"You're allowing me to…?" His eyes opened wide in shock, and his fingers slid from their hold on her bottom up her sides to hover at the sides of her bra.

As she nodded she ghosted her fingertips over both of his nipples, causing him to buck once more; but this time she was ready for it and didn't have to fight her way back. "Just think what it might do to me," she hinted. "That's it," she encouraged as his fingers started their tedious progress. "You can unclip it from the back."

There was much fumbling at the middle of her back, and then the sudden release as the bra gave way and the straps fell down her arms.

"Oh Donna!" he gasped in awe. He then assisted her in removing the bra, and happily tossed it to the side of the bed, landing goodness knew where. "Oh Donna!" he rasped out again as he placed one hand beneath each breast as though he was weighing it. Which he probably was; much to Donna's chagrin.

"Oi! I am not a piece of fruit," she informed him.

Of course she wasn't! Why had she felt the need to tell him the glaringly obvious? Well two can play at that game. "Pft! Next you'll be telling me you're a fish," he joked.

The hard slap across the chest was completely unexpected; and he yelped out in pain.

"Are you trying to say I smell? Really! You git!" she bit out and hastily clambered off him to grab her dressing gown.

What just happened? He sat up completely bewildered, his chest stinging, and in physical agony. And to top it all she was walking away from the bed before they'd even got to the lovemaking. "Donna! I didn't say you smell; well, not badly. In fact you smell divine," he cried out, and then jumped up off the bed to halt her retreat. "It was a joke. A pathetic joke, I admit, and… Oh!"

The 'Oh!' accompanied Donna doing up her robe and closing off all further access to her body and breasts in particular. Damn! He'd probably never get to hold them again at this rate and have to go back to his fantasies. Not that Time Lords indulged in such things, mind you, but merely postulated about future possible time lines.

"Yes I'm shutting up shop, Doctor. The sale is over. Everybody can go home," she said with a hint of tearfulness.

He stepped closer and cooed, "Oh Donna!" Taking her head within his hands, he tenderly pressed kisses on her cheeks. "Tell me what the problem is."

She immediately sniffed back her tears. "Where do I start? I'm acting like some horny spotty teenage boy; you've never done this before so I feel like it ought to be extra special with someone else entirely, and… and…" The tears sprung forth. "You don't fancy me. You only fancy my breasts," she wailed.

He tried to dig out a clean handkerchief before realising that not only didn't he have one, he had no pockets to hold one if he did. Instead he resorted to delicately wiping away her tears with his thumbs. "First of all, I think our kiss earlier proved without a shadow of a doubt that I am capable of fancying you. Even the thought of it had a pretty explicit effect on my body, in case you hadn't noticed when you came out of the bathroom. Whilst my attention may have wandered down to your magnificent breasts, I am sincerely interested in the whole package. Do you agree that is the case?"

She sniffed again and tried to smile back at him. "Yes, that seems fair."

His mood lightened to hear that. "Secondly, you do not resemble a 'spotty teenage boy' in any shape or form. I assure you that if you did; I would not be standing here doing this. If I were that way inclined, Captain Jack Harkness would be the happiest man in the universe."

"Who?" she inevitably asked with interest.

"Never you mind," he warned her. "He's for another time. Not that I'm sure I should introduce you to him." Seeing her questioning gaze, he added, "He has this way of trying to steal people from me."

"He kidnaps them?" she wondered.

"No, not like some cartoon villain. He has this tendency to lure… What am I doing discussing him at a time like this for?" he demanded indignantly; angry at himself for doing so. "We were considering my decision to try this situation out with you. I may not have heard the term 'friends with benefits' before but I can't think of anyone I'd rather test this out with." He then risked ghosting his lips over hers. "If I can't do this with my best friend then I'd rather not try at all."

Her expression was awestruck. "You see me as your best friend?"

"Is that really the only thing you heard amongst all that?" he griped.

She swatted his arm. "No, dumbo! But it is the most important thing you said."

"I thought fancying taking you to bed was fairly important," he argued.


	4. Chapter 4

**Disclaimer:** I am not affiliated with any duvet or bed company, so can mention these freely. Oh, and the usual not mine blah BBC blah regarding the characters.

**A/N:** I managed to sit them down long enough to pass on all your notes, and they've promised to behave properly here. I also have hopefully editted this enough to be allowable on here (otherwise you can find it on my livejournal website).

* * *

**Part Four**

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She waved that off. "You can go to bed with practically anybody, but being considered a best friend is a pretty big deal." She then ran her finger tips from the top of his arm up to his face, caressing him as she did so. "Thank you, Spaceman, for seeing me like that," she said softly.

"And thank you for seeing me in the same way," he replied.

She frowned. "I never said that; not out loud. Where did you get it from?"

"Didn't you?" He suddenly looked sheepish then. "I could have sworn…"

"The only way… You didn't! Oh please, Doctor, tell me you didn't go into my mind and dig that out," she implored him.

That nervous, frightened look was back. "I didn't go and dig that information out; not deliberately. It just sort of… fell into my head," he said meekly.

Yeah, like hell it did! "What else did you discover accidentally on purpose?"

"Not much that you haven't personally told me; apart from the liking me a lot bit. Enough to think of me as your best friend," he answered, ending on a despondent note.

Suddenly she felt mean for leading him on. He couldn't help reading her mind; it was second nature to him. She impulsively threw her arms around his neck. "My poor Spaceman! I enticed you in here and left you hanging. That is unforgivable. I am so sorry. Let me make it up to you."

"How are you going to…?" he wondered as her hand slipped downwards. "Huh huh! That feels nice. Oh yes, that is nice," he practically purred.

She wasn't normally this close to a bloke as she handled him, but for some reason she wanted to know every minutiae of his reaction as she smoothed her fingers up and down. Perhaps she ought to remove his underwear?

"What are you doing?" he fearfully asked when she moved her hands to grasp the elastic that would release him.

"Shh. Shh. It's okay, Spaceman. I'm just going to remove these…," she started to explain; but his hands shot to cover hers, stopping their progression downwards.

They exchanged a shocked look.

"Why?" he simply asked.

She sighed. "Spaceman, this is part of the deal. Sex cannot take place unless access is gained."

"But you'll see me," he said.

"And your point is…? You saw my breasts a few minutes ago," she stated. "There is no way we can do this without seeing each other."

"Oh no! You never said we had to…" He gulped self-consciously, and mimed the word 'see'.

"Then how were you expecting us to have sex? The shutting your eyes part is supposed to happen during sex, unless masks are involved. That's edging towards kinky before you ask me about it, and I think we should save that sort of thing for later." He still looked extremely concerned so she asked, "Would you be happier if we turned off all the lights, or should we climb underneath the covers to play tents? I promise not to look whatever you decide"

Relief fluttered on his face. "I erm… I think under the covers will be fine to begin with"

Still sensing this wasn't sitting quite right with him, she suggested, "Does it help to remember that you biodamped me once?"

"Funnily enough it does! Shall we…?" He held out his hand in invitation, and led her back to the bed. They jointly took hold of the top edge of the duvet cover and pulled it back far enough to allow them to climb onto the bottom sheet. "Are you going to lose the dressing gown?" he asked anxiously.

"I'm not sure I should, Doctor," she answered as coyly as she could. "You might get designs on my body; and that would never do," she breathily told him. "Not until I do this…" With a sideways dip, she opened a bedside drawer, fumbled with a box, and reappeared holding a small item. "Do you want to do the honours?" Her palm held out the item for him to consider.

He grinned broadly. "I'd love to!" he declared as he picked up the offered ring and slipped it onto her finger. "With this ring I re-biodamp you."

"Still for better and for worse," Donna added, grinning with delight back at him. "You may kiss the ex-bride."

To her surprise he raised her hand and kissed the ring upon her finger first. "May you always be my ex-bride," he murmured sincerely.

How could she resist the romantic fool after that? She tenderly caressed his sideburn and gazed into his eyes, willing him to want her; but more than that, she willed him not to say anything else that would break this perfect spell he had cast. Because of that, she was determined not to let him speak again, so she put his mouth to better use. She kissed him sweetly.

It was over too briefly for him; he wanted more. He wanted everything she was prepared to offer him, letting her lead the way. Edging closer, he went to return her kiss when he noticed she was struggling with her robe, so he helped undo the ties and slipped the lapels from her shoulders. As bare enticing flesh was once again revealed he felt his interest grow back; and he risked a tentative slide of fingertips across her skin as the dressing gown fell to the wayside and was kicked off the bed. Unexpected reactions happened but he was distracted from investigating by Donna taking hold of the duvet, and pulling it up over them as she laid down.

Oh! Yes, right. Lying down was good; especially when she rolled partly on top of him and straddled his hips with her leg. Above him in the half-light he could see her body almost begging him to touch. Hang on… that wasn't just an idle thought, he realised. Inadvertently he had raised his fingers to brush over Donna's contact points, and she was feeding him her suggestions. As his lips sought hers once more, he tweaked their settings so that he could 'hear' her thoughts continuously and she could 'hear' him in return. Now this was communicating!

Simultaneously they opened their mouths wider to taste each other more deeply, all sense of delicacy thrown completely out of the window. This was about enjoying carnal delights through lips, tongues and taste; drinking one another in as their tongues teased, slid, thrust and sucked. Points and counterpoints sparked between them, causing them to undulate together to gain any possible friction.

Letting go of her head, he smoothed his hands down the length of her body, feeling her spine as he stroked downwards; and landed on the waistband of her knickers. They had to go; aided and abetted by some jostling, until finally… Yes!

Her knickers were pulled passed her hips and were nudged further down and out of the way. Not to be outdone, Donna tugged at his briefs, sliding them slowly down until she could use a knee and then a well-placed foot to kick them out of the way as they tumbled together beneath the covers.

He felt her hands clawing at his back, his shoulders and then his buttocks; kneading his body and drawing him ever closer. She mentally nudged his hands, and he eagerly obliged. Her mewl of delight encouraged him when no encouragement was needed; this was a job he would happily do again in the future.

All his attention was focused on paying homage to her flesh when he was clean distracted by Donna taking a firm grasp, and he bucked under her hand once more.

The word 'condom' crashed across his mind, followed by several emotions. Seeking to reassure her, he pushed the image of him having an injection before entering her bedroom.

Silently he thanked the TARDIS. "Oh Donna! Yes! Rassilon, yes that is good!" he cried out loudly. Never had he expected it to feel so wonderful.

* * *

She had expected him to make some unusual noises, but barking like a fox hadn't been one of them. Fondly looking down as his blissful face lying on her shoulder, she couldn't be annoyed that he had finished way too early. She'd been expecting it after all.

He pressed a grateful kiss to her forehead, and rolled her body to the side to cuddle together partially draped over him. "Was that okay?" he anxiously asked.

"Yes, it was fine," she confirmed; rubbing a hand over his chest. "How do you feel?"

"Bloody marvellous!" he readily answered, unable to resist caressing her arm. "And a bit out of breath. How are you?"

She smiled back. "I'm pretty fine too. Was it what you expected?"

He couldn't help smiling. "In a way it was, but I'd say it was even better. Is it always as good as this?"

She lifted her head to look him square in the eye. "Not always for me it isn't." She then kissed him. "I'd say that was a roaring success for 'friends with benefits'."

He kissed her back. "Definitely," he agreed. "There is a slight problem though with that label."

"Really? What sort of problem? Doesn't sex count as a benefit?" she wondered.

"Lovemaking," he corrected her, "will always be a benefit. No, I'm referring to the label 'friends with benefits' my darling Donna."

Why was he calling her 'darling Donna'? She slightly frowned before asking, "You'll have to tell me as I'm obviously being more than a bit thick today. What's wrong with that label?"

"It's wrong because we are no longer friends," he explained.

"You what?" she gasped out in shock, and dragged herself from his arms to sit up in order to glare at him. "You're dumping me? Already? Good grief, you've learnt how to behave like a human male quickly!"

"No no no! You've got it all wrong, Donna!" he protested as he too fought to sit up. "I'm not dumping you, not by any account. Quite apart from the fact that I would be only too willing to make love with you again, there is the pressing point of our relationship status."

"You're worried what we'll put on Facebook? Since when did you care about that?" she demanded to know.

Facebook? Seriously! Facebook? He sighed in resignation and took hold of her hands. "I want you to listen carefully. Our relationship has moved on from friendship, primarily because of this."

Why was he holding up her left hand? She tried hard to work it out and then she realised that he was pressing down onto her third finger; her ring finger. "You mean the biodamp?" she tried to clarify.

The Doctor nodded. "The very same."

Her mouth opened and closed a few times as she tried out various questions. "No, you've lost me. For a moment there I thought you were going to say we are properly married!" she said, chuckling at her own joke. But he didn't laugh. "Oh come on! It wasn't that bad a joke; I've told worse."

"I know; so I have. Fortunately or unfortunately this isn't one of them. When we started getting 'sexy', for want of a better word, I opened our minds to each other and accidentally formed a link. A permanent link," he said with meaning.

She stared at him. "Nope, still not getting it if it means anything that couldn't be confused with a bonding ceremony, and…" Her eyes went wide in shock. "Oh bugger!"

THE END


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